A Dictata Philologus
by lilseli69
Summary: Sheldon is confused. This time, Penny is the teacher.  Set after the season 3 breakup.  Disclaimer: I own nothing.  I am humbled to borrow these characters and have some fun.  Please read and review! Rated M for sexual content and language.
1. Chapter 1

The distinctive pounding at her door woke her. It was Sheldon. Penny glanced at her bedside clock. It was only 9:45 in the morning. Her 'do not disturb before eleven' rule was being challenged. She rolled out of bed and padded out of her bedroom, yawning along the way. With each step, the knocking grew louder. An evil smile crept across her face as she envisioned the amount of blood that would seep from his gaping throat wound. She reached her door and clenched her fist, ready to pounce.

The first light of dawn peaked over the horizon as Sheldon got out of bed. For the first time in ages, he didn't sleep a wink. He couldn't seem to get comfortable. A yearning of some kind had worked its way to the surface yet again. It was just like craving a certain food. The feeling was still new and unsettling. It was a nuisance to have his routine disturbed. He put thought and planning into his lifestyle to avoid situations like this.

Sheldon perched on his bed and took a deep breath to calm down. He worked on his breathing slowly, trying to come back to his senses. Think logically, he thought. If his sleep had been disturbed it meant his body or brain was trying to tell him something. He didn't feel sick, but he couldn't define the aches that ripped through his body. There was a dull twinge in his groin, and one in his chest. Frowning he stood up and stared at himself in the mirror. He was beginning to suspect what it might be.

He put on his robe and ambled out to the kitchen. Putting some water on to make tea, he glanced at the clock. It was almost 5:30 in the morning, too early for breakfast, but the tea would help calm his nerves. He prepared his tea and sat in his spot on the couch. The silence in the apartment was nice. He glanced towards Leonard's bedroom and remembered that Penny was no longer there. They had only just broken up the week before. That accounted for the early morning silence, when they would normally copulate to start their day. It sometimes woke him up. Just two weeks ago they were having a particularly noisy morning and Sheldon had to put on his headphones. But before he did, he listened for a minute, trying to understand what he was hearing. It sounded awfully violent, but Penny's loud cries allowed him to deduce that she was receiving pleasure from Leonard's actions. Listening to them, his groin had developed a peculiar ache that bothered him until he left for work. He managed to ignore it, and eventually it went away.

It also seemed that his everyday life was beginning to wear on him. Watching as someone like Wolowitz secure a relationship with an actual woman had been a little off putting. He knew it was jealousy, but why? Jealousy was an emotion he reserved for other breakthrough scientists, something to keep him motivated. In all his life, he had never been that interested in an intimate relationship. His work was too important to him and it would be a distraction. He learned early on that allowing oneself to be sidetracked is the first sign that failure isn't far behind. Sheldon couldn't bear to fail, it wasn't in his nature. The few times it actually happened, he had to rationalize it away just to make it through the days, until it was all but forgotten. He realized he better get to the bottom of his current diversion before he lost another night of sleep.

He began to ponder the last few months. He knew there were one or two other times he had felt this way, but Sheldon was having trouble remembering the circumstances. The first was when he was eleven and woke up from a dream he couldn't' remember. The fronts of his pajamas were damp at the crotch. Later, when researching the event, he found he had ejaculated in his sleep. But reading on, apparently it was normal for this stage of human male development and never put much thought into it again. He glanced toward Leonard's bedroom and stared at the door. Then he remembered another time. When Penny had fallen in her shower, he was helping her get dressed when he accidently felt her breast. That caused him to peak at her half naked and take note of her tattoo. Thinking about Penny's half naked form had sent butterflies to his stomach. It was pretty obvious what was happening.

He was having sexual urges.

Penny threw open the door. Sheldon stood there staring at her, a frown on his face and his eyes a little red. The anger slipped away from her and was replaced by alarm.

"Sheldon, is everything ok?"

"May I come in please?" he said looking a little sick.

"Uh, sure I guess," she said, curiosity getting the better of her.

He strode past her stood in the center of the living room, looking a little lost. She guessed it was some kind of Sheldon specific problem, which she wasn't ready to deal with unless she had coffee first. She stumbled to the kitchen, and busied herself there for a few moments, glancing toward him a few times. He had sat on her couch, presumably waiting for her to be finished. He stared at the carpet quietly, his frown getting deeper by the second. She brought him some water and sat next to him, waiting for her coffee to brew. Something suddenly occurred to her. It was a Wednesday. She had off from work today, but Sheldon goes to work every day at the same time. Worry shifted in her stomach.

"So what's up sweetie? Why the long face?"

He responded in kind, in his usual robotic way. "It's physically impossible for facial structures to be long," he said quietly as if his mouth did the answering, but his brain was elsewhere. She remained silent and waited for him to continue.

"Penny, I have a big problem, and I was hoping to enlist your help."

"My help," she said sarcastically. "What could Dr. Sheldon Cooper need that I can provide?"

He wanted to choose his words carefully, but he was bursting. If he didn't get it out soon, he was going to start involuntarily twitching. Besides, he was never one to hold back his thoughts. He was an honest man, mostly because lying was an illogical concept. He swallowed thickly and turned to look her in the eyes.

"Penny, you and I are friends. I value that friendship and would never do anything to put it at risk. But, lately I am having trouble with an issue I think you are well educated in, and I was hoping to ask you for a favor." His hands were shaking a little.

She stared at him and waited, confusion twisting in her head.

"I believe what I need is a sexual release, and I would feel better if it was with you, someone I trust," he said, sounding out each word carefully and slowly as if he had been rehearsing it.

She stared at him in shock. She opened her mouth a few times, but no sound came out. Instead, she stood up and went to get her coffee. When she turned around, mug in hand, she gasped a little when she found him almost right behind her. He was staring at her with a worried look. But, his eyes weren't puffy like he had been crying.

"Why are your eyes all red?" she asked quietly.

"I haven't been sleeping well. Penny, you need to understand how difficult it was for me to come over here. I haven't felt like myself in awhile. Even sticking to my routine is getting useless. I'm having strange feelings that are disturbing my sleep. I can't seem to control my thoughts. It would seem that ignoring my natural urges has caused my body to take control of my unconscious mind. I had to leave the room the other day when Wolowitz was kissing Bernadette because watching them left a hollow feeling in my gut. I think…I think I might actually be jealous." He flopped into the chair next to the counter and put his head in his hands.

She was dumbfounded. First of all, Sheldon never _flopped_. He sat. Sheldon never missed work and he never spoke like this before. He sounded…human. She felt ashamed thinking that way, but she had grown accustomed to his perfunctory attitudes. Her heart went out to him when she realized how he must be feeling. Poor guy, she thought. His manly hormones had finally come to claim him and he didn't know what to do with himself. His breathing became ragged, as Penny put down her mug and went to him. She put her arms around him carefully. He buried his face in her neck and tried to calm down. Over her shoulder he saw that the clock was just about to hit 10 am. He gasped and pulled away.

"It's before eleven and I've roused you. I apologize. I'll go." He started to get up. She held him firm to the chair.

"It's okay Sheldon. I'll give you a pass this time." She smiled at him and he relaxed in her arms. She led him to the couch so they could talk it out.

"Sheldon honey, I would like to help you, but I honestly don't know how. Maybe what you need to do is try and date a little. Getting accustomed to intimacy is the first step to understanding sex."

"I don't need to understand coitus. I'm schooled in the aspect of fornication, and its purposes."

She had to laugh. "Oh sweetie, no offense, but you have no clue," she said softly. He looked surprised and opened his mouth to speak. She silenced him with her hand and spoke gently.

"You may know what sex does physically, but emotionally, you will never know until you have experience. The reason you are losing sleep isn't just because you're horny and haven't had a release. If Howard's relationship stirred feelings in you, sex isn't all you need. You couldn't be in the same room with Leonard and me on more than one occasion either. I don't think you are jealous Sheldon. I think you're lonely."

While she spoke, he stared into her eyes. Now he looked away when he realized she was right. His work wasn't enough anymore. He had put this need aside for so long, it was manifesting physically.

"I would still be more comfortable if it was you," he said, unabashedly, still trying to convince her. "I couldn't go to work today because of the knots in my stomach. Trying to date, as you put it, is going to take an ungodly amount of time that I can't waste. The courtship and the first few dates alone could take weeks! In addition, I lack the focus right now to place myself in a position where I might be attractive to a woman. I am also assuming she may return my affections and wants to copulate when I do. Logically speaking, you are the wisest choice."

Penny shook her head. Now there is the Sheldon I know, she thought. He just asked to sleep with her because his hard-ons are disturbing his precious routine, she thought. She felt a wave of anger sweep through her. She was about to tell him how insulting it was when something occurred to her.

He has no idea, she thought. He thinks this is another one of those things that can be "solved". For every problem, there is a solution. He wasn't trying to be rude or insulting. She realized then that she had a rare opportunity to convince a man that a relationship is worth the trouble.

"Sheldon, I don't think it's a very good idea. I don't want to be the one who took your virginity that way. You deserve to be in love with someone."

He gave her a look. "Penny, let's be reasonable adults. What kind of woman can love me that way?"

"Don't take this lightly, Sheldon. I'm telling you as a friend. I think you should wait until you find the right girl. You have to discover what intimacy is between two people who think the world of each other. You have no idea what you're missing. To be in love is something you should experience." Her voice broke a little and she looked at the floor, suddenly a little sad. She got slightly chocked up and stared into her lap. Listen to me, she thought. I stomp all over poor Leonard's heart and I have the nerve to tell Sheldon what love is like after I rejected an open opportunity.

All at once, she felt his arm go around her. She looked up into his eyes and blinked. They were so dark, like two black holes in space, with flecks of gray scattered about, like the stars. When he spoke to her, his voice was low, and a little scratchy.

"I'm very moved that you still call yourself my friend after my callousness. Forgive me." He gave her a small smile.

She kissed his cheek. "For what it's worth Sheldon, I am so flattered that you came to me. It does make me feel good that you would trust me so much." Her eyes grew a little damp.

"If I have never said so Penny, I have a great deal of affection for you. And talking about it seems to have helped some. I feel as if a great weight has been lifted from my shoulders." He pulled her close for a sort of half-hug and stood.

"And now if you will excuse me, I need to freshen up and go to work. If I am lucky, I will fall asleep tonight with visions of sugar plums doing the hokey pokey." He laughed low and quick, as was his custom. She smiled at him and watched him leave.

Dabbing at her eyes, she got up from the couch and went into her room. She threw herself face up on her bed and stared at the ceiling. She thought of Sheldon's suggestion that they become lovers. She decided to give it some real thought, now that she had time. Her mind began to wander. The angel on her one shoulder was proud of her, saying that she did the right thing by turning him down. But the devil on the other was whispering that she picture what it would be like to show him what kind of a world he was missing. He never experienced even a real good kiss. He had no idea how exciting it was to make out, explore the bases slowly, savoring the reactions of your partner in pure bliss. My God, she thought. What if he does start dating and he never finds out? What if he was right, and he had too much baggage to make it work with another girl who didn't want to take the time to understand him? It may be too late to help him one day. She could be married and living somewhere else, and he would go on, never really knowing what life outside science could be like.

She listened to the silence around her. She remembered telling Sheldon that he was lonely. A deep need of her own soared through her chest as she remembered her first time. She had wished now that she could have had a better relationship with the guy. Maybe then, she would be able to look on it more fondly than just a roll in the hay. Penny thought of how cold the nights had become. Maybe it wouldn't be so bad. She could have her own personal sex slave; a man who was to follow her every instruction, looking for ways to please her more.

Suddenly, she was getting up and running around her bedroom looking for clean clothes. She grabbed her towel and headed for the shower. She was going to pay a visit to a doctor.

He stared at his white board. The shaking in his hands appeared to have stopped and he was holding a red marker in mid air, trying to add another anomaly to his problem. He felt a little better after his talk with Penny. Though he was disappointed that she denied his request, he felt warm inside when he realized she only wanted to do right by him. She felt that being in love would enhance his experiences, and he was grateful. It was hokum, of course, but still touching.

He was making some notes in his notebook when there was a knock at his office door. He had expected Dr. Gablehauser to come and inquire about his lateness. It was deplorable, but he had prepared an excuse, citing "illness" as a reason. Since he was never late, he figured the reprimand would be minimal.

"Come in," he said, his eyes on his notes.

"Hey Sheldon, sorry to disturb you, but I have to talk to you." Penny walked into his office and shut the door softly behind her.

"Penny, can this wait. I am expecting one of my superiors shortly. He will want to know why I was late."

"What are you going to tell him?" she asked out of sheer curiosity.

"That I was a little ill this morning, but otherwise fine." He looked at her. She was staring at the floor. He tapped his foot a little, and tried not to smell the fragrant air she brought in with her. It did things to him.

"I'll make this quick then." She placed her purse on the chair and walked to him behind his desk. He was startled when she stopped very close to him.

"Sheldon, I'm going to help you," she said softly, her eyes on his.

He blinked and swallowed. He was about to speak but she went on.

"I know what I said, but after you left, I realized you had a point. We have trust and affection. What if you never find love? I know it's a pretty bleak way of thinking, but I also know you don't see things that way. You see the logic in everything, so I guess I will take a page from your book."

"Penny, I…are you sure?"

She gazed at him. There was really only one way to answer. She carefully placed her hands on his shoulders. He instinctively leaned away from the contact, but she held him firm. Staring into his eyes, she brought her mouth to his and kissed him firmly. This was to be his first kiss, and she promised herself she would make it a good one for him.

The sharp intake of his breath illustrated how surprised he was. His eyes remained open and for a moment he watched her. She was leaving soft pecks on his lips, beckoning to him to return the kiss. He noted that her eyes were closed, so he closed his slowly and opened his mouth a little. They molded their mouths to each other, and he found himself wrapping his arms around her waist, pulling her closer. He was doing things by instinct, and honestly, it was rather exhilarating. Her mouth tasted sweet and her small breaths in between kisses gave him that ache in his groin again. After a few more moments, she pulled away gently. He stood there, arms still around her, staring at her in amazement.

"That was…very stimulating. I hope to do it again."

He was so formal, that she giggled. "Yes Sheldon, we will do it again. That's the whole point. I am going to show you everything. I hope I can make your experiences pleasant and not laced with doubt and fear. But I want you to promise me something, and it's important."

He cleared his throat as he composed himself, moving away from her a little to give her his complete attention.

"During our," she smiled "lessons, you're emotions will overwhelm you. I know you think you have a firm grip on reality, but this may be a little scary. Your first time…you may lose control of yourself. But no matter what, we will always stay friends and respect each other. Will you promise that to me?"

"Of course Penny, I understand. "

She grasped his hand and smiled kindly at him. "If you can, sneak over to my place tonight before you go to sleep. We should get started on lesson one."

"And what does lesson one entail?" he asked.

"Getting to first base," she said.

She turned to leave, but was pulled back suddenly. Sheldon pulled her close and kissed her firmly, holding her cheek with one hand. She was a little stunned, but kept her cool. They broke apart and she caught her breath. He smiled at her.

"How am I doing so far?"

She didn't answer. She hid a smile and grabbed her purse before leaving.


	2. Chapter 2

_**Many thanks to everyone who reviewed, listed it as a favorite and put it on alert, you made my day! Love to you all! As requested I will continue…Please keep reviewing!**_

_**So, okay, it's pretty pathetic that I can only write during my daughter's nap time…but there it is **____**…sorry for the long wait! Please enjoy! There will be many more chapters…and some surprises!**_

_**Disclaimer: I own nothing; I just like to play…**_

Sheldon was nervous.

This was new territory. True, first base sounded pretty tame, but Penny was a beautiful, experienced woman. As a student of sorts, it would be up to him to _impress_ her. He never felt a need to astound any of his teachers; they were just naturally impressed by his abilities. But the situation with Penny was different. He fought the urge all afternoon to look up what "first base" meant. In the end, being surprised had its advantages. The taste of Penny's mouth stayed with him all afternoon and by nightfall he was practically bouncing off the walls, excited to see her again. He remarked to his log that hormonal behavior was no longer difficult to understand. Humanity had to overcome terrific obstacles during evolution, but the one constant was a basic need for connection.

It was Wednesday evening and the guys decided to have vintage game night early this week. As per usual, Sheldon put up an argument, but quickly backed down when he realized it wouldn't last until all hours like Halo night. Leonard and Howard teamed up, switching the controller every round. As usual, Raj teamed up with Sheldon, and that night, Leonard was kicking his ass in Mortal Kombat. They kept the scoring simple; how many times each player won a fight.

"Yes," Leonard shouted almost in disbelief as his character ripped Sheldon's in half.

"That's three in a row," Howard said, slightly confused. Leonard almost never won against Sheldon.

"_Fatality_," the narrator said in a low, growl. Poorly animated blood dripped from the word displayed across the middle of the screen. Raj shook his head and held out his hand.

"Get with the program dude! What is with you tonight?" Raj said to him in frustration

Silently, he handed the controller to him. He watched Raj select Scorpion for the next round. As he and Howard were about to start, Sheldon's interest drifted away. He got up and headed for his room. Raj stared after him, shaking his head.

In his room, Sheldon began pacing, his hands clenched behind his back. It did not escape his attention that what he would do with Penny would hurt Leonard, should he ever find out. Briefly, he wondered if this was all worth the trouble. He had never enjoyed touching. That is, until he experienced kissing earlier. His thoughts flashed to an image of Penny in white lace undergarments, standing close to him, letting him touch her anywhere he liked.

Suddenly overwhelmed, he sat on his bed. Being attracted to someone was rather pleasant and thrilling. It was also proving to be an enormous effort to maintain typical behavior. In addition, he seemed to be wrestling with a sort of rebellious, naughty undertone to his actions, which only intensified the gratification.

However, lingering under the rebellion lurked another emotion. Guilt was a fascinating feeling. It turned his stomach to mush, and engulfed his brain with thoughts of regret. Sheldon rubbed his forehead. His best friend had harbored feelings for Penny since he laid eyes on her. He was about to betray said friend on a very personal and inconsiderate manner.

Sheldon Cooper would have to keep a secret.

Inwardly, he groaned.

Later that night, Sheldon waited until Leonard was in his room and walked quietly across the apartment. On his way out, he paused, his forehead pressed against the door. Sheldon contemplated what he was doing and why. He asked Penny for help, and she had consented. It was a logical, lucid decision. Glancing back into the apartment, he silently pledged an apology to his friend. Out in the hallway, he approached Penny's door slowly and knocked. Wiping his sweaty palms on his jeans and forcing air into his lungs, he focused on the door knob, waiting for it to turn. _

Penny stood by her door, watching through the peephole. Sheldon looked calm enough, but she caught him wiping his hands on his pants and with a smile, she opened the door.

"Hello Penny," he said, his voice breaking a little.

"Hey you," she said.

He followed her into the apartment and shut the door behind him. She turned to face him. Her body flaunted a thin low-cut, black tank top, small white shorts and her feet were bare. Their eyes met and together, they sat on the couch. Penny felt a little awkward. Sheldon spoke first.

"You caught me by surprise today," he said raising an eyebrow.

She smiled at him slowly. "I do that," she said in a low voice that made his groin stir. He shifted a little.

"I enjoyed that kiss. After you left, I thought about it at many different moments throughout the day." His face was serious as he stared at her mouth.

For some reason, the statement made Penny's body warm.

"I'm glad, Sheldon. The more comfortable you are, the better the experience will be for you."

"So what exactly is 'first base'?" he asked.

"Are you saying you didn't look it up?" she said with a giggle.

He smiled at her. "You showed me that being surprised can be fun. Besides, you are the teacher and I am the student. I wouldn't want to thwart your lesson plan."

"That's wise of you," she said playfully. They shared a knowing look and a smile.

"Sheldon, there was something I wanted to mention to you first, if that's okay?"

"By all means," he said courteously.

"After I left your office I thought about what happened. You surprised me when you pulled me back for another kiss."

"I'm sorry, was I being too forward?"

"Not at all, in fact the unexpected can help move things along. What I wanted to say to you was sort of a warning."

His face contorted curiously.

"There is a big difference between lust and love. You've never experienced either one, so it will be hard for you to figure out the difference. Both can motivate you to be unpredictable, and it can be downright awesome," she said, smiling.

"But, sometimes people get hurt, and we made a promise to each other. So, if you ever feel that we are going too far too fast, or you can't handle the emotions, I want you to talk to me about it, no matter what it is or when. And, I will do the same," she finished softly.

He slightly nodded, accepting her advice.

She smiled. "So, let's get started."

He stared at her, poising himself to absorb knowledge.

"First base Sheldon, is mostly just kissing and touching over the clothes. Some people argue that the touching is working your way into second, but for our time, I will just let you do what you feel is your limit."

Taking a deep breath, she took Sheldon's hand and squeezed it gently. He naturally jumped at the contact.

"I'm going to need you to get used to touching first. We will never get anywhere if you can't even hold my hand," she said, in a scolding him softly.

"I'm sorry, I'm just not…"

"It's okay sweetie, it's only me. Don't apologize for being you. Just try to adapt."

He looked down at their joined hands. She was running her thumb absently in soothing circles over his skin. It felt nice. When he glanced up again, she was watching him. Her other hand came up to caress his cheek. He forced himself not to flinch. Her touch felt sort of tingly, but the feather-light stroke was relaxing. Sheldon closed his eyes and concentrated on her fingers moving deftly over his face, down his arm, and back up to his neck. Her fingers travelled upward, tracing around his mouth. Suddenly, he felt the warmth of her breath against his cheek. He turned his head and their lips met for the third time that day.

The kisses were soft and calm. He became aware of the tingle in his groin that had plagued him for weeks. Without thinking, Sheldon brought his hand up to her face and began tracing different shapes over Penny's cheek. Just as she did, he ran his fingers down her neck, and trailed them over her arm. He cupped the other hand around her face, cradling her. His thumb traced circles on her cheek as their kisses deepened. All at once, he felt her mouth go slack. Thinking he was doing something wrong he pulled back to look at her. Her eyes were closed, her lips full and moist. The sight stirred something in him.

"Please, Sheldon, don't stop. It feels nice," she said softly.

"You stopped moving your lips…" he said.

"I haven't been touched like that in awhile," she admitted to him in a low voice. She opened her eyes to meet his. "I was a little selfish when I agreed to do this."

He gave her a rueful smile. "What we have is a mutual understanding of each other's needs. At least I can repay you for your generosity." He raised an eyebrow. "Can I keep going?"

She nodded and closed her eyes again. Secretly, she was impressed. He was picking up the on the little things quickly. He was compliant, respectful and open to criticism. Penny almost pinched herself.

Watching her, he brought his hand back up to her face. She needed to know he was a fast learner, capable of following direction. His fingertips moved down the jaw line, over her lips and down the neck. His mouth opened slightly and he felt a little dizzy. Motivated by an unknown force, he seized her gently around her waist and pulled her sideways into his lap, her legs draped over his. She was rocked by the suddenness of the moment, but moved with him to make it easier. Once there, he continued to explore her body.

"You're doing very well Sheldon," she said into his ear. While his hands made their journey, she placed light kisses on his face, over his jaw-line and moved to his neck. He sucked in a sharp breath. Her lips had run over a spot on his neck that made him quiver. She felt his reaction and fixated on that spot. Inhaling a shaky breath, he dared to bring his hand down to the swell of her breast. He squeezed a little too hard and she yelped. He immediately backed off and glanced up at her.

"Sorry, I got caught up in the moment…" he admitted.

"That's good though Sheldon. Part of these lessons will be teaching you how to channel the excesses. But, you get those skills with practice."

She moved her face towards his again and their lips meshed together. She wrapped her arms around his neck and leaned into him. As their kisses deepened, she eased her tongue over his lips and into the space between. He stiffened and broke away.

"Penny," he said. She pressed a finger against his mouth to silence him.

"Focus Sheldon," she said. "This is part of lesson one. There are different ways to kiss. We've done soft and light," she kissed his mouth softly. "We've tried it without using our tongues," she kissed him full on the mouth. "And now we are French Kissing. It means you're advancing," she said with an evil smile.

Without waiting for a response, she moved toward his mouth again. With some effort she was able to part his lips with her tongue gently, and ease into his mouth. When their tongues mashed together, Sheldon's comfort level increased steadily. She moved in his lap, getting into it, gripping him tightly.

Sheldon shifted underneath her weight. The couch was a little small. Penny noticed that he was uncomfortable.

"Why don't we get cozier?" she suggested and climbed off him. She took his hand and led him to her bedroom.

He paused at the door, suddenly nervous again. She felt his restraint and turned to face him.

"Don't worry, nothing is different. It will be more relaxed this way."

He relented and they settled on the bed. She took the initiative and laid on her back beckoning to him. He sat staring at her, confusion lacing his features.

"What's wrong?" she said.

"I can't identify this emotion," he whispered. His gaze locked onto her face, then swept down over her curves, further down her legs and back up. The hungry look in his eyes gave it away.

"It's called desire," she said gently.

He furrowed his brow, his features on the brink of discovery. His breathing deepened. Hesitantly, he placed a hand on her exposed leg, moving it upward along her smooth, sweet skin. Penny noticed that he was doing so without asking her first, which was just fine.

He was learning to follow his instincts.

She closed her eyes and gave herself over to the sensations. Sheldon's soft touch moved further upward closing in on the center of her body. She felt the bed shift as he moved to lie next to her. Propped up on one elbow, his hand continued its journey her, his warm breath tickling her ear. She was used to initiating, but it was nice to just lay back and let him explore. It made her feel special that she summoned such a response from a man. He shifted his fingers under the hem of her tank top. They were coming close to second base, but at that moment, she didn't give a crap. She was too focused on how much she wanted him to keep going.

Sheldon quickly found out that Penny wore no bra. As they began to kiss again, his body went into hyper drive. Penny's eyes were closed and she was moving with him, urging him to go on. He massaged her breasts, running his fingers along her nipples, learning what would make her moan with pleasure.

Penny forgot that she was the teacher. Sheldon's hands were working some kind of voodoo. He was grunting softly while he stroked her flesh. He moved his lips over her throat and down her chest. She let out a soft moan, her hands clenching his hair. Sheldon's lips wandered down to her breasts that were covered by the thin shirt she wore. The stimulation of his hot breath and the friction of his lips caused her nipples to harden. He could see the outline beneath the cloth. He softly nuzzled his face against them, and to her shock, began nibbling gently. She gasped in surprise and stared down at him. Penny then became aware of his erection, straining the zipper of Sheldon's pants. Without thinking she brought her hand down and massaged the bump, surprised by the length. He jumped at first, but began to grind his hips in rhythm to her hand. He was struggling to lift her shirt when suddenly his breathing became ragged and shallow. He sat up and grabbed at his chest, breathing hard.

"Sheldon, are you ok?' Penny sounded alarmed.

"Penny, you said we could stop if…." His voice trailed into small gasps.

"Of course honey, but are you in pain or something? Should I call an ambulance?"

He smiled in between pants, shaking his head no. He started heaving from laughter. Her face contorted in amusement while she waited for him to calm down. When the laughter subsided, he sat back on his knees, a snort releasing from his throat.

"That was exhilarating. I understand now what you mean Penny. I think…though I'm not sure…I was consumed by lust. My thoughts became frantic; my desire for you was a driving force. It was as if my hands and lips hand a mind of their own," he said his face full of joy.

She smiled and blushed. "Not to mention your teeth," she teased.

His face grew a little red. "I'm sorry if I was too forward again. You seem to take all my will power away," he said sheepishly.

She gazed back at him. "I do that," she said as softly as she did the first time.

He stared at her. They moved towards one another simultaneously and kissed again. He sat up straight on his knees and wrapped his arms around her back, moving up to tangle one hand in her hair. She lost herself in his lips and together, they fell back on the bed. He covered her with his body, her legs wrapped around him. Penny felt they should stop, but let it go on a little while longer. She was thoroughly enjoying herself. Sheldon was warm and considerate and made her feel like a goddess. He was no longer grunting, but gasping between kisses. He was calmer, a little more in control, and only focusing on her mouth. They kissed all the different ways she had taught him. His hands only caressed hers, grasping them and interlocking their fingers. They shared a final kiss and reluctantly parted. Sheldon raised his head and glanced at the bedside clock.

"I should go to bed. But believe me when I tell you, for the first time in my life, I want to change my routine. I feel like…well…like I would rather stay here with you."

"I would rather you stay too, but we aren't there yet. Soon though, the way you're picking things up." She smiled devilishly at him.

He sat up and slowly straightened his clothes. Penny noticed the difference in him. He was more relaxed now. Sheldon was always so uptight, even his face would show zero emotion. Now, there lingered elation under the surface, a lightness to his features. She sat up and ran her fingers lightly along his jaw, making him blush.

"And how would you grade my first lesson? Before you answer, it is customary to be gentle to the new kid in class." They laughed together and intertwined their fingers.

"I think I will reward you with an A minus. You should know however, you will be receiving extra credit."

"Oh and why is that?"

"For trying to steal second base," she said looking down at her shirt. They began to giggle together like a couple of crazy teenagers.

Before he opened the front door to leave, Sheldon turned to Penny, his face very serious.

"You didn't tell me to stop," he stated. "So technically, I wasn't going to steal…well, anything." He smiled, pleased with himself.

She stared at the floor, a small smile tugging at her lips. When she glanced up, their eyes met.

"See you tomorrow Sheldon."

He leaned toward her, his face very close. She held her ground.

"I look forward to it," he said in a low voice. He held her gaze and backed out the door.

A wave of excitement surged through Penny's body. She shut the door and leaned against the frame. She covered her mouth with her hand, her eyes wide. That was one of the hottest make out sessions she'd had in awhile. Dr. Sheldon Cooper very nearly rocked her clock, and Penny wouldn't have stopped him. She headed back to her bedroom. She felt fresh and alive. The loneliness of the past few weeks melted away as one thought crossed her mind.

This is going to be fun.


	3. Chapter 3

_**So…here is the next chapter. This took awhile for a number of reasons. Truly sorry it has taken so long. The baby has learned to walk, so mommy uses her naptime to take one herself. **_

_**I hope I still have readers! Love to you all!**_

_**Chapter four will be rather short so I will put it up soon. Please enjoy and review, I do so love the reviews! I hope none considers this PWP…I added a few extra tidbits to make up for the long wait…**_

_**Disclaimer: I own nothing, just here to play!**_

Sheldon entered the apartment with a bounce in his step and closed the door softly behind him. As he turned around he felt his heart come to a stop. Suddenly, he couldn't breathe. He was completely unprepared. In the kitchen, the microwave beeped and Leonard removed a mug, sipped it and turned around. Startled by Sheldon's sudden presence, he spilled a little of the hot liquid on the front of his pajamas, cursing loudly.

"Jesus, Sheldon where the hell did you come from?" he asked, extremely annoyed.

"Oh... I… what?"

"I thought you went to bed over an hour ago. Did you leave the apartment this late?"

Thinking quickly, Sheldon told half the truth.

"Penny asked me to come over and help her with something…she texted me," he added quickly.

"Problem with the wireless connection again I guess," Leonard said bending down to sop up the mess with a paper towel.

"Yes, of course" he said, relieved. He bent his head, sniffing his shirt for perfume as he headed for his room.

"Hey listen, I wanted to talk to you about tonight," Leonard called after him.

Sheldon closed his eyes for a moment and swallowed, trying to calm his pounding heart. He turned to his friend with what was hopefully a blank face and waited.

"I watched you walk out of the living room earlier. Lately, you seem a little more off than usual. You need to talk?"

"Talk about what?" Fear lodged in Sheldon's throat. He was having trouble inhaling.

"You tell me. Look Sheldon, I know this might seem fanatical to you, but I am your friend and if something is wrong, you can talk to me," Leonard said in a low sympathetic voice. "I know I've been out of sorts lately, but I'm here for you."

Sheldon stared at him. Penny had said something similar. He leaned against the wall for support and stared at the ground. For a moment, he had a brief vision of coming clean. He would just blurt it out and everything would be fine, right? Leonard would understand. Sheldon was different than other men. He required different levels of comfort, and Penny fell within those parameters. There was also the physiological aspect. He would explain his symptoms to Leonard and utilize a scientific approach. He opened his mouth to speak but froze when he noticed the face of his friend.

Sheldon had seen it before. In the days that followed their breakup, Leonard had taken to his bed earlier than usual. His eyes were red-rimmed and blood shot. Penny's rejection had deeply hurt him. He had been crying himself to sleep every night. Then when he couldn't sleep, he would fix some tea to soothe his aching throat. Sheldon gave himself a mental kick for not remembering such a tiny detail. This affair with Penny was throwing him off big time.

Anxious about this sudden realization, he gave up the idea and stepped back. "It's nothing, just an experiment I'm currently developing." It wasn't too far from the truth. He prayed Leonard wouldn't ask him for details.

"Oh okay, well if you want some help let me know," Leonard said smirking at the prospect, and padded softly down the hall. Sheldon listened until he heard the click of the door and collapsed against the wall, letting out a large breath.

In his room, the guilt surged through Sheldon making him slightly nauseated. Defeated, he sat heavily on the bed and rubbed the skin around his temples. Leonard trying to be a good friend was deeply ironic. He would speak to Penny tomorrow, thank her and call off the whole thing. At least he hadn't slept with her yet. What he had done was somewhat forgivable, and he had learned enough to go off on his own. Now that he'd acquired some knowledge, Sheldon was quite sure the rest would fall in place. Be optimistic, he thought. If a woman like Penny had been persuaded to take an interest, it should be easy enough to woo another.

Overcome with exhaustion, Sheldon lay on his back and stared at the ceiling. Images of the day began to drift through his mind. His face grew warm at the memory of how bold he had been during the last minutes of their rendezvous. He shifted a little as he thought about Penny's response. Perhaps he was being too hasty. He smiled, thinking of the kisses they shared, the soft feeling of her lips, her sweet hot breath mixing with his own. He recalled how her breasts felt under his hands. He felt excitement surge through his body and settle at his groin knowing that as early as tomorrow, he may be able to feel them again, perhaps explore them with his mouth. His hand covered his crotch, moving the bulge upwards, giving his body a little surge.

Penny had been right, he was lonely. He needed these lessons for other reasons. Not to mention, the prospect of sex with a beautiful woman became more and more appealing. Penny had the perfect female form. Sheldon could get lost tasting her sweet skin, smooth like velvet. He let his mind wander, which didn't happen often. He began to experience his first sexual fantasy, which was taking place in Penny's bed. He undresses her slowly, letting his lips caress the newly revealed skin under each piece of clothing. His mind flashed to an image of kneeling on the bed behind her, ravaging her neck, kneading her breasts and thrusting deeply inside her while she moaned his name. Sheldon bit his lip at the thought. He giggled slightly, loving this new freedom.

It felt so good to think without restraint, to relax and just let go. Only one evening in Penny's presence and he was liberated. Sheldon frowned. He wanted this feeling to continue. It was different than the comfort that came with his routine. That was more of a forced relaxation. The fact that he felt different emotions instead of the constant blandness was adding to his newfound jubilation. He was becoming a different man. There could be so much more to his life and Sheldon wanted it all. He considered how great it would be to fall asleep with someone in his arms, laugh at the same things, engage in long talks about mutual interests, and perhaps have children someday. There were no limits to the future that stretched across his mind. And Penny was the key to unlocking that future.

His conscience screamed at him.

"Don't forget about your heart broken best friend!"

Sheldon's lip twitched.

"Leonard will never forgive you!" He shut his eyes tight and clenched his teeth.

"A true friend would know better, you should be ashamed!" Sheldon forced his mind silent. It was too late.

He had already rationalized himself into bliss.

**_The next day at The Cheesecake Factory..._**

"Uh, miss, could we have our check please?"

Penny looked up from the soda fountain and noted which table was calling. She smiled in acknowledgement. Inhaling a shaky breath she turned around to access the bill from the computer. Swiping her ID card she waited for the menu screen to come up but nothing happened. She swiped again, but the stupid magnetic strip was fading. Penny moaned a little and looked about anxiously. It was Thursday night and they were packed. Beads of sweat were running down her forehead, exhaustion was going to set in any minute, and her break was still twenty minutes away.

"Come on you piece of shit, work," she said under her breath. She banged the stupid computer with her free hand in frustration and rubbed her forehead.

"Want me to try?" Bernadette said softly. Penny turned, grateful for the aid. Swiping her own card, she retrieved the check Penny indicated and with a sympathetic smile returned to her own work.

Penny delivered the check and finished her other tables. Her dinner break arrived, so she ducked out of the restaurant and down the street to Hannah's, an adorable little eatery that served the best salads. She ordered her favorite spinach salad with goat cheese, walnuts and fresh pears and selected a quiet corner next to a window to eat. Sipping unsweetened ice tea, she looked around outside. Across the street, she noted a hobby shop she'd never noticed before. In the window, a dummy was dressed in a Flash costume. The bright red of the outfit stood out from the rest of the window decor. She smiled, thoughts of Sheldon quickly consuming her head.

Penny went through the lesson she would give him in her mind again, just to make sure they covered all the basics. First would be a "pop" quiz so to speak. Then she would have mercy on them both and show him how to satisfy without sex.

She smiled to herself. This whole teacher bit was exciting. Sheldon was doing remarkably well. Penny shifted a little as she thought about just _how_ well he was doing. The encounter last night had her properly frustrated, but in a good way. She wasn't used to stopping once you've started, not counting a few times with…Leonard.

Penny frowned. She had purposely avoided thinking about him till now.

The counter girl arrived with her food. She placed the salad in front of her and laid the check next to it, as was custom. Penny only had half an hour so they accommodated her having to leave quickly. Apprehension swam through her belly, and suddenly she had no appetite. She ate a few bites anyway, letting the yummy goat cheese melt in her mouth to take away the sour thoughts.

It wasn't as though Penny had left Leonard to date Sheldon. But anyone on the outside looking in would assume as much. But, should she really care what others would think, especially considering that no one was going to find out?

Maybe tonight they should talk. Penny was sure he must be feeling at least a little guilty. Sheldon had to live with Leonard, work with him, and take part in daily rituals. She thought about how hasty they had been, without really considering the consequences. Well, with the sweet comes the sour, as her mother would say. Unfortunately, that was a lesson in itself. She was teaching him both the good and the bad side of sex, even if it was inadvertently. She would just have to make it clear that the guilt was the consequence, and not every relationship would be complicated in this way.

She furrowed her brow, thinking of Leonard again. She shook her head with a small sigh. It seemed like an enormous undertaking on Sheldon's part. Would all this effort be worth it? What if Sheldon lost his best friend and ended up regretting his experiences? Penny's face contorted with worry. If anything an incident like that would make him sink deeper inside his shell, convinced that intimacy would only bring trouble.

I can't let that happen, she thought. He trusts me. I have to do right by him. There could be no turning back.

It will just have to be a secret.

A wicked smile spread over her lips and she was suddenly famished. She dug into her salad with enthusiasm and dared sunset to happen sooner rather than later.

_**Later that night**_

Sheldon stood in his room. He stared at his reflection in the full length mirror behind the closet door. The last few minutes had been spent contemplating how to begin a conversation with Penny.

He wanted to know if she had any advice about combating the guilt he was feeling. On the other hand, she might be feeling the same way. Good lord, where would they go from there?

He shook himself free of the notion. I can't worry about that now, he thought. Besides, lately conversations with Penny had been going rather well.

He gazed at himself for another few moments. Satisfied, he turned and left his bedroom making his way to the front door. Leonard was out for the evening with Howard and Raj, so Sheldon was home free. Usually, when he didn't accompany them, the guys would stay out into the night going to bars or clubs, none of which Sheldon had any interest. He had the whole evening free to spend with Penny. Sheldon felt giddy. He compared his feelings to that of a teenager getting away with doing something naughty.

Across the hall, he knocked on Penny's door. When it opened, Sheldon stopped to gawk.

She had taken care with her appearance that evening. Penny's hair was glossy and full, as were her lips, red stained plump. The skirt was small, red and tight. Her tank top was black, sort of shimmering, and low cut. The very scent of her rocked Sheldon back on his heels and for a moment, they didn't speak. The guilt that plagued him melted away, replaced by excitement…and fear.

"You standing out there all night?" she said playfully.

"I'm sorry Penny, are you getting ready to go out for the evening?"

"No, I'm just trying to seduce you," she said with a smile.

"Well, it's working, you look…" he tried to come up with something that didn't sound ridiculous.

"Ravishing," he said.

She smiled and stepped aside, gesturing to him. Sheldon strode lightly in the apartment and slid off the shoes he was wearing. He turned and choked back surprise as she grabbed his shirt lapels and moved to shove him against the door.

"Welcome to your first Pop Quiz Sheldon. Show me how to french kiss."

He shook the surprise away and bent his head, holding the back of hers. When their lips met, he worked his tongue into her mouth, exploring every part of her sweet orifice. She gripped him tightly, pushing him back against the door. His hands began to roam down her back. Feeling spontaneous, he gripped her and turned quickly so that she was now against the door. His tongue took the lead, and swirled around hers lightly, sucking in between. With a final caress of her lips, they parted. He settled his arms around her waist and gazed down at her, convinced he passed with flying colors.

"Well, no difficulty there," she said with silk in her voice.

Sheldon cleared his throat. "You will be happy to know that I have retained nearly all the lesson details we went over yesterday ma'am, except for one."

Penny smiled at Sheldon, happy that he seemed so at ease with himself. Maybe they would talk later. "Okay, I'll bite. Which lesson would you like to go over?" She began to pull him towards the bedroom slowly, mischief in her eyes and dazzle to her lazy smile.

"We were dismissed rather early, and I never did slide all the way into second base." His head dipped to her neck, trailing his lips over a spot he discovered in the throes of a fantasy. They were still walking, stumbling slightly, and neither one paying attention. His hands roamed over her body, stopping at her small rump, which he used to push her against his pelvis. Penny was vaguely aware that the back of her knees had hit the bed.

"I understand you work very hard on your lesson plans, but I am a documented overachiever, so you will excuse me if I move the review along." In a bold move, Sheldon grabbed her around the knees and pulled tossing her backwards on the bed, then quickly getting on top and catching her lips in a searing kiss.

Penny was so shocked it rendered her speechless. Instead of objecting she curled her fingers into the short tresses at the back of his head. They were making out ferociously, panting loudly, hands and fingers touching whatever they could reach. The bed was creaking loudly, and every so often the headboard would slam against the wall. They stayed in this limbo for awhile, getting reacquainted. She was glad she ran out of time to put on her stockings; they would have gotten in the way.

She felt his lips leave hers, and noticed his head was moving down to the cleavage she exposed for his pleasure. She felt his mouth go lower and lower until he reached her belly.

"Do you mind if I carry out some extra credit?" he murmured into her flesh.

Before she could answer, he had grabbed the hem of her top with his teeth and moved upwards, exposing her breasts cupped in a red lace bra to match her skirt. Sheldon sat up and pulled the top over her head. She lay back down and opened her arms a little, beckoning to him. His eyes swam out of focus. His confidence began to wane. He shut his eyes tightly and forced himself to breathe and concentrate.

Quietly, Penny watched Sheldon. She waited for him to calm down, and then offered some help.

"Sheldon, let's move onto our next lesson. You are going to learn how to remove a bra."

"Should a man know how to do that?"

"It makes things easier sometimes, yes," Penny admitted.

She drew up on her knees so that they were face to face. Her arms circled his neck and they kissed softly. Sheldon grew calmer. This was familiar.

Penny moved her lips to his ear. "I'm wearing a bra that latches in the back," she whispered. "Slowly move your hand to that spot." Sheldon followed her instructions and found where the straps were hooked together.

"Now, this is a hook into a notch kind of thing so try it with two hands first, then I will teach you how to do it with one hand…" her voice trailed off as the bra came undone with a snap. Sheldon's left hand had settled in the small of her back, proving he had just one-handed her bra. She formed a bemused expression and glanced at Sheldon's triumphant face.

"When one understands the laws of physics…" he trailed off, letting the memory hang in the air.

They laughed together fondly, sharing a memory only the two of them could understand. When they settled she kissed him again and began to move the straps slowly down her shoulders. Sheldon placed his hands over hers, silently asking for permission. She nodded. He pulled the straps towards him until her breasts were revealed. He looked into her eyes first, attempting to be a gentleman. She moved away from him and lay down again, allowing Sheldon to drink in her body slowly.

She wore only the skirt now, and probably not much more underneath. His eyes traveled over her curves, giving his groin a delightful jump. Penny reached for him as he moved to settled on top of her, kissing deeply. When they came up for air she spoke to him gently, allowing for his comfort level.

"Sheldon, you have the freedom to do what you want. Try not to be too rough with the teeth," she said smiling.

"Is there any technique you would like me to perform? Part of my job is to please you, correct?" he asked raising an eyebrow.

Penny thought about this for a moment. Would now be a good time to begin teaching him to perform on demand?

"I have to admit, what you were doing last night was pretty good, and now that my shirt is out of the way…" she trailed off leaving him with an open invite.

He got the message and thought back to his favorite part of the previous evening. He began to kiss down her neck, his other hand moving slowly up to cup her left breast, squeezing gently. She placed her hand over his and showed him how to run his thumb over her nipple, now hard as a result of all this teasing.

Sheldon watched as Penny squirmed. Her eyes were half open, and her hips shifted. Without thinking, he dipped his head and placed his mouth over the nipple under his thumb, cupping her breast. He felt her hands in his hair, holding him in place while he sucked, nibbled and flicked. His head moved to the other one, performing the same action.

Above him, Penny was in the throes of ecstasy. She had forgotten that simple maneuvers like this could drive you over the top. At the edge of her mind, Penny congratulated herself on a job well done. Her attraction to Sheldon had just reached another level.

Penny squirmed under his touch for a few more minutes, enjoying the sensations. She could feel Sheldon's hard-on grinding against her thigh. When his hands began their journey south and settled at her crotch, she decided it was time move onto what she had planned. Penny reached for his pants and began to undo his belt.

Sheldon paused in his actions and lowered his eyes to her hands. He watched as she expertly opened his pants. While the scene was erotic in nature, fear began to creep through his veins. He softly covered her hand with his own.

"I'm not sure I'm ready yet Penny," he said hesitantly.

She looked up at him, confused. Realization dawned on her and she smiled.

"Oh it's not what you think sweetie. You seem to have mastered second base so I thought we would start driving for third."

Her hands began moving again, slowly pulling his pants down to his knees. Sitting up, she grasped his shoulders and moved to lay him where she had been. Penny pulled off the remains of his pants, draping them over her bedpost. Straddling his waist, she leaned down to kiss his pouty lips.

"Third base is usually oral sex, but I don't think we should go there yet. However, I want to give you that release you so badly crave. I'm going to use my hand on you and you'll be doing me at the same time. The idea is that we get there together, which is good practice for sex. Are you okay with this? I know it's a lot of new touching."

Sheldon stared up at her, trying to comprehend what Penny had told him. He would be…touching things. It had been comfortable up until now, and he was getting anxious already about this new development. On the other hand, Sheldon had to admit, he was a little impatient to find out what an orgasm felt like.

"How do we begin?" he asked with a smile.

Penny smirked and climbed off his lap. She walked to the foot of the bed and picked up a folded fluffy white towel. Wordlessly, she stood next to the bed and spread the towel around his waist. Gazing into his eyes, she reached under her skirt and removed her panties, sliding them slowly down her legs. She motioned for him to move over a little and lay on the bed with her head at his feet, sliding her waist towards him.

"Can you hand me a pillow please?"

Sheldon reached behind his head and gave her a fluffy one. She settled it under her neck so that they could see each other. She spoke gently and softly, trying to keep the atmosphere light.

"I'm going to put my hand in your shorts, okay? You stop me if it's uncomfortable. Try to mimic my movements when you gain courage to touch me. If I go faster, you go faster. If I slow down, you slow down. I'll show you how to start, and then we will try to read one another through our movements. Take your time, concentrate on the feelings and try to make me feel what you are feeling. Do you understand?"

He nodded yes and watched as her hand began to creep up his leg. She folded the towel up for more room. Now they could both see.

Sheldon started to get nervous.

What if she didn't like what she saw? His stomach clenched.

Would she be disgusted and throw him out? What would he do? His breathing quickened. She was moving too fast.

Sheldon shut his eyes and focused on what she had said. Breathe, concentrate. It's only Penny, he thought. You trust her. He felt movement around his testicles. She was stroking them softly, and the sensation was wonderful. Sheldon felt his stomach muscles soften and his penis begin to grow hard. Penny noticed too, and moved her fingers upward, wrapping them around his shaft. She began to tug softly, curving her wrist at the same time.

Sheldon's mouth hung open and his breath shortened. He felt every sensation at once. It was amazing. He was getting harder under her hand. The head peaked through his shorts, getting longer with each tug. Penny repositioned her hand above the opening for better access. As she resumed, Sheldon suddenly wanted to know what she felt like under that skirt. While Penny kept a steady pace, he ran his hand up her thigh and brushed his fingers over her soft mound, not quite sure what to do next. He glanced up at her face. She noted his questioning eyes and adjusted his hand, using one of his fingers to softly stroke her nub of flesh. He repeated her movements as she took her hand away, letting him stroke her the way she liked.

They moved together at a steady pace, eyes locked and sensations building. She applied more pressure to her grip and moved a little faster. Sheldon felt the change and pressed a little harder and moved faster as well, receiving delightful moans from Penny's throat as a reward for his efforts. While stroking, he found his finger slipping into the moist folds of skin and not reaching any barriers. A part of his mind reviewed female anatomy and he realized it was her vaginal opening. At the same time, Penny's stroke went faster, urging him to continue with his discovery.

Sheldon moved his fingers without thinking, reacting on instinct. His middle finger plunged into her depths while his thumb continued to stimulate her nub in circles. After a few tries, he came to a steady rhythm.

Penny threw her head back, momentarily pausing in her efforts to please him. A deep groan exploded from her throat. Penny's hand shook slightly, prompting her to continue stroking. Watching her, Sheldon felt an unfamiliar heat building inside. His legs began to tense up, and Penny was breathing harder. While he watched her, the sensations of what she was doing increased. Suddenly, Penny's back arched and her mouth opened wide in a silent scream. While she was in the midst of orgasm, Sheldon felt ripples of heat traveling fast towards the center of his body. Every muscle he had tensed at once, pulsations surging through his groin and finally the explosion of pleasure took him. Blinding white light flashed before his eyes and he was soaring, riding the waves.

As his body started to relax, he attempted to catch his breath, heaving and gasping. A peaceful calm came over his body. He felt the bed move as Penny removed the towel and fixed his shorts for him. He shuddered as she brushed his now sensitive skin. Sheldon was transfixed were he lay, experiencing his body devoid of tension. He was barely aware that Penny was attempting to snuggle close to him under the arm draped around her shoulders. She placed a hand on his chest to note his rapid heartbeat beginning to calm down.

She glanced up at Sheldon's face.

"How are you?" she asked quietly.

He turned his head slowly and stared down his lover. He kissed her firmly, cementing this new achievement.

"You'll never know," he said tenderly.

They met eyes for a long moment.

"Can I stay awhile?" he asked.

She scooted closer and buried her face into his chest. A wave of emotion soared through her heart.

"As long as you like," she whispered.


	4. Chapter 4

_**I promised chapter four … and now I leave you with my best wicked smile…**_

_**Disclaimer: I own nothing, so don't blame me! LOL**_

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Leonard yawned as he parked the car. The evening's excursion to the bar had been truly taxing. Going out with Howard and Raj was usually a crapshoot. Either they had a lot of fun, or it was so intensely boring that they would end things early. He knew his friends were only trying to help him out of his funk, but it wasn't working. He was pretty sure they had made fools of themselves tonight, but at present, he really didn't care.

Leonard sat in the driver's seat, trying to muster up the energy to get out of the car, climb the stairs and go to bed. He was tired; tired of thinking about Penny, of wishing he could take back what he said. His brain was exhausted, his body worn out. Leaning against the window, he gazed up at the night sky. He spent a few minutes tracing patterns in the diamonds. The one to the left was Penny's hand resting inside his, fitting perfectly together. The one on the right shaped into her long tanned legs wrapped around the bed sheets after a long night of making love. Leonard shut his eyes tightly, trying to force the images out of his brain.

Taking some deep breaths, he forced his heavy legs to move and climbed out of the car. Reflexively he locked the doors and walked slowly across the street to the apartment building. Out of long habit, he glanced up at Penny's windows. He could see some light through the curtains. Leonard often wondered how she was dealing with the breakup. They had hardly seen each other, and when they did it was brief and uncomfortable.

Leonard climbed the stairs slowly. Ascending the third level, he heard banging. When he reached the top, he stopped to listen. To his right, there was a loud knocking over and over, like someone trapped and desperately trying to gain attention. Hastily, he ran to the apartment door and twisted the knob. It was locked. Turning quickly, he bolted for his own door, unlocked it and tore inside.

"Sheldon, where did you put the keys to Penny's apartment?" he shouted, searching his desk drawer. No response came. Searching frantically, he finally unearthed them and ran back across the hall. He jammed the key in the door knob and entered the apartment quickly.

"Penny?" he said into the darkness. To his right, he heard the knocking again. Penny's bedroom door stood partially open, and he could hear heavy breathing and groaning. Squinting into the dim light, he noted two bodies writhing in passion. Leonard's heart sank. He backed up, trying to be quiet but tripped over something and slammed into the arm of the couch. He pulled himself up and looked down. He had tripped over a pair of shoes. Leonard turned to leave. He closed the door behind him and stared across the hall into the apartment beyond. He did a double take and opened the door again.

He stared at the shoes on the floor.

Leonard felt his heart stop. His body tensed and began to shake. His stomach turned making him noxious. Pulling the door shut he leaned against it, breathing heavily. Stumbling across the hall, he entered the apartment and closed the door behind him.


	5. Chapter 5

**So...here are the next chapters and again...terrible sorry for the long wait. I love you all who reviewed and I love all that have read this story.**

**Ran into trouble with this one, that's what took me so long...apologies daaahhhlings...segways into the climax are always a little difficult. **

**To the most recent reviewer...Smooches to you! I had no intention of ending the story in a cliffhanger, I couldn't be that cruel! lol**

**I hope you guys enjoy this story...and as always love to you all and _there is more to come_! Wahahahaha!**

* * *

Sheldon stirred. His eyes slowly opened and anxiously darted around a room that wasn't familiar. Blinking rapidly, he felt his heart begin a frantic pace. Someone next to him moved and whimpered. Looking down, he noticed the top of a blonde head tucked under his shoulder. A slender hand rested on his chest. The tension settled while he gazed down at her face. It had been an incredible experience. The grin grew and his heart swelled with pride as images of Penny in the throes of an orgasm painted her bedroom walls.

The position they lay in made his arm numb. Glancing at her bedside clock, he noted the late hour and the butterflies returned. Leonard, if he wasn't home already, would surely be on his way. He turned back to Penny. Sheldon drank her in for a full minute, allowing himself the luxury. He ran a finger lightly over her lips and continued down her chin and further south until his fingers stroked the skin of her breast. He sighed with contentment. Slowly, he slid his arm from under her neck and shook it quickly attempting to get rid of the pins and needles.

* * *

The vibration of the bed roused Penny, who opened her eyes and stared at a different man than the one she'd known. Watching as he balled his fingers into a fist over and over, the muscles of his arm flexed and his lips pursed. A shudder of thrills shot through her body. She reached out to caress his cheek. He turned towards her, kissing her fingers. Their eyes met and they shared a quiet reflection. She reached for him again as he moved to kiss her slowly, deeply savoring the taste of her mouth. She was still half naked so he took the time to touch her skin wherever he could. He finally spoke as his mouth grazed her neck.

"If we keep this up I may never leave," he whispered. He could feel a wave of pleasure building.

She spoke before she could think. "Oh don't leave Sheldon, please stay," she murmured her lips soft against his ear.

A guttural sound lurched from the back of his throat as their mouths began their simultaneous assault. The sounds of grasping flesh and loud moans filled the air around the bed. His lips were everywhere, her hands gripping his hair. God, she wanted him. She could feel his control slipping, and Penny let it happen as she watched him consume her breasts with total abandon. Screw all this teacher crap, she thought. He had learned enough and it was time for him to surrender to his passions. She gripped his head, the hair clutched between her fingers giving in to her own needs.

Suddenly, she cried out in pain. Startled, Sheldon pushed off her, his eyes full of apology and shock. Penny glanced down noticed the blood around her nipple.

She reached behind her and grabbed a tissue. Blotting the red away, she saw that it wasn't so bad, just a nick in a few places where his teeth had latched.

"Are you ok?" he said quietly.

She gave him a lazy chuckle. "Yes I'm fine, we just got carried away…again," she said.

"I'm sorry Penny, but you bring out the beast in me," he said seriously.

It was such an eccentric statement that they both started laughing hysterically. When the gasps died down, she reached out to run her thumb along his bottom lip. He kissed the tip of her finger and glanced at the clock.

"I need to go back to the apartment. Please believe me when I tell you, I don't want to go," he said to her softly, his voice filled with emotion.

"There's always tomorrow night Sheldon,"Penny said. "And the next night, and the one after…" she trailed off smiling. She watched him smile. Slowly his expression went blank.

"How long are we going to keep this up?" he asked, merely curious.

Taking her time to answer, she stood, grabbed her top from the floor and pulled it over her head. She fixed her hair and turned to face him.

"As long as we can I suppose. We're treading over thin ice Sheldon, and there is nothing left to do but live for the moment."

He seemed to find confidence in her response. "Very well then, carpe diem!" he exclaimed, standing abruptly his pants falling to the floor.

Penny fell on the bed laughed until she cried. As he bent, Sheldon laughed with her. Penny suspected that in another life, that kind of thing would have been embarrassing.

* * *

Fastening his pants, Sheldon stared down at Penny who was still giggling like a child, beautiful and happy. He was lucky. A woman like her didn't come around too often. Straightening, he held out a hand to her in a grand gentlemen's gesture. She took it and he pulled her up into his arms.

Kissing deeply, they melted together. Sheldon held on tightly for as long as he could. She held him just as closely. Sheldon's heart soared and fluttered. Strange as it was, saying goodbye was his favorite part. Many new emotions came to the surface, and Sheldon drowned in them. The longing for more time, making the most of each second, and cementing each moment in memory all created an intriguing addictive atmosphere. It was finally clear to him during these moments why so many souls felt lost to one another when in love.

Parting, they stared into each other's eyes and turned towards the open door. They ambled slowly through the apartment, and paused at the couch while Sheldon slipped on his shoes. She opened the door with one hand while he grabbed the other lacing their fingers together.

"Will I see you tomorrow?" he asked.

"Actually, I have to work really late. Can we make it the next day?"

"Of course," Sheldon said softly. Raising her hand to his lips, he kissed her knuckles.

Penny blushed fiercely. "Bye," she said smiling, as the door closed behind him.

He crossed the hall slowly, glanced back once and smiled. He dug into his pocket for the house key and went to open the door.

Sheldon's body froze as he found the door already unlocked.

Leonard was home.


	6. Chapter 6

**_One hour earlier…_**

Inside his room, Leonard paced back and forth, seething. His feelings were torn amid the outright betrayal from his best friend, and the sheer pain of his lost love screwing another man.

Beneath the rage lurked a sense of confusion so deep, Leonard began to wonder if he just imagined everything. He had read about some psychological experiments allowing you to notice what your mind wanted to see. But on the flip side, there were also experiments designed to make you detect what you hadn't observed before.

He began to pace again. This was Sheldon. _Sheldon,_ he thought. How could he have possibly gotten over his intense physical anxiety about personal contact? If the man he saw was Sheldon, then this had been going on for some time. At least long enough for Sheldon to become comfortable.

The thought made him freeze.

_Did Penny leave me for Sheldon? Did my best friend steal my girl?_

Sinking to his knees, he suddenly found it hard to breath.

* * *

Sheldon opened the door slowly, cursing at the creaky hinges. He made a mental note to oil them the next morning. Peaking through the open space he breathed a sigh of relief. The apartment was dark save for the hallway light. Leonard had gone to bed. He strode inside and leaned against the closed door. His head felt light and sort of weary. It was actually pleasant in a weird way.

As he passed by Leonard's desk, he noticed one of the drawers stood ajar. The edge of a picture frame was sticking out. In an attempt to fix it, Sheldon pulled the drawer open. He studied the picture as he slowly settled into Leonard's desk chair.

It was from the Halloween party during the first year they had known Penny. The gang had managed a group shot in between the drinking and carousing. Sheldon stood behind the group looking terribly out of place. Sheldon admired his costume, The Doppler Effect and laughed as he took note of Howard sporting that ridiculous but accurate Peter Pan costume. Or was it Robin Hood?

Sheldon's eyes lingered on Penny whose lips were puckered in a kiss and one hand on her fabulous hip, only accented by her tiny black skirt. Sheldon smirked as he remembered what lingered beneath the skirt. His eyes shifted right and took in Leonard, dressed appropriately as the famous hobbit Frodo. In the photo, Leonard was smiling widely at Penny, his eyes on her face, not the camera.

Sheldon's brow furrowed. He lowered the picture and stared blankly into space, letting the guilt take over. His eyes grew moist as he drooped in the chair.

"I'm sorry, Leonard," he whispered.

* * *

_Ten minutes earlier…_

Leonard sat on his bed, dazed. He couldn't decide on the best course of action. He wanted to run across the hall, throw the door open and scream at the both of them…at the top of his lungs so everyone in the building would know. But, that seemed counterproductive. He would end up looking like an incredible idiot, having lost a girl like Penny to…Sheldon.

Chills crept up his spine at the thought. It was almost too much to bear. He felt like he should vomit, but nothing would come, just the queasy feelings.

Jesus, I'm so tired, he thought. I should just go to bed. He was too drained to put effort into anything else. Glancing at the clock, he winced. He had work the next day.

Leonard stood and began removing his clothes. Out of long habit, he began reflecting on the next day's workload. There were some lesson plans to finish, the math for his next session in the lab had to be completed, and then submit the results of his latest experiment to Dr. Gablehauser. As he pulled on clean boxers, he realized all three notebooks worth of material he would need was in his desk. I better leave them out so I won't forget, he thought.

He left the room and sauntered out to his desk. Opening the top drawer, he removed some composition notebooks and flipped through them absently. Piling them on the desk, he began to close the drawer but stopped at the sight of a framed picture lying face down in the back. Leonard reached for it and studied the photo, his face contorting with sadness.

Suddenly, he heard some noise outside the door, voices. He dashed to the peephole and peered through. Across the hall, he could see Sheldon and Penny saying goodbye. Her door closed and Sheldon began a slow walk towards their apartment. Leonard sprinted to the desk and threw the picture back into the drawer. He threw it shut, cursing when it got caught, but quickly ran towards the hallway. When he rounded the corner, he stopped and threw himself against the wall, quietly trying to catch his breath.

Leonard listened as the door creaked open, the telltale hinges squeaking along the way. When it closed, he started a quiet walk towards his room. He paused, hearing scratching metal followed by a soft plop. He walked softly back to the corner and slowly peaked into the living room.

Sheldon sat with his back to Leonard, studying the picture from the desk. Leonard watched as Sheldon slumped forward and stared into space, sighing heavily. He listened to Sheldon whispering. After hearing his own name pass over Sheldon's lips, Leonard frowned and quietly headed for his bedroom. He silently clicked the door shut and shuffled over to the bed, gratefully burying himself beneath the covers.

Hundreds of images, thoughts, and feelings twisted through Leonard's body and brain as he settled into sleep. But, it was the indication of Sheldon's obvious guilt that haunted his dreams.


	7. Chapter 7

It was somewhat of a relief the next morning when Leonard woke up late. He was in too much of a hurry getting ready and couldn't address any of the issues from last night. He did notice however, that Sheldon woke up on time and went through his morning routine as usual, then sat silently in the apartment while Leonard hurried through breakfast.

The silence between them was thick. Leonard tossed back the last of his coffee and stared at Sheldon's back as he typed feverishly on his laptop. Suddenly, Sheldon glanced at the clock and stiffened. He spoke out loud without turning around.

"Leonard, we're going to be late. Could you please hurry?" He closed his computer and stood.

His brow furrowed. Was that all? _Sheldon_ had nothing to add?

"I'm all set. Let's go." Leonard grabbed his keys and wallet and headed for the door after Sheldon.

"Don't forget your notebooks," Sheldon said casually as he walked out the front door. Leonard paused and turned to stare at the stack he had left out the night before. He strode over and plucked them from the desk.

As he followed Sheldon out the door, he realized that his friend actually made a slip. How could Sheldon know that Leonard intended to bring those notebooks to work, unless of course he had seen them sitting at his desk for some time. Like the night before maybe?

* * *

Sheldon was silent during the ride. He was too busy scribbling in his own notebook. As Leonard drove, he glanced over a number of times.

The silence finally got under his skin. He should at least make an attempt to keep things normal for the time being.

"What are you working on?" he asked casually.

"A number of things," he said softly as he scribbled away.

Leonard rolled his eyes. Same old Sheldon, he thought.

"Care to be more specific?" he asked absently.

Sheldon paused in his writing and glanced over. A small smile spread across his face. Leonard chuckled softly.

"Actually, I was going to ask that you work for me. It will involve a number of experiments I was hoping you could develop…"

"Would I be working with you or for you?" Leonard asked lightly.

The rest of the trip was spent having an animated conversation about Sheldon's latest theory. It involved the idea that nature remains constant, though humans foolishly and destructively attempt to change, control and tamper with the norm. It's futile, he argued. No matter what happens, or what type of technology is developed, the natural order of things will come out on top, and it will affect every corner of the universe in due time. _The human race should cease all attempts to control the natural order. _He wanted Leonard to conduct a number of experiments that would prove the theory. Leonard argued that it had already been done. The natural law had already been explored and confirmed by several different people at different times in history. What would be different now? Sheldon explained that technology changes everyday, and with it, people. Technology reorganizes human interactions, he explained. And that alone is enough of a reason, for some, to alter the natural order of things.

It was during this discussion that Leonard began to see what was really happening. Sheldon had finally stopped fighting against his true nature.

And he wasn't the one Leonard should be talking too.

* * *

Alone in her apartment, Penny stared out her bedroom window. That last night with Sheldon had left her feeling satisfied but numb.

When he had asked to stay, she answered without thinking. She woke up to an empty bed and a lonely home. In the silence of the morning, feelings worked their way to the surface, nagging at her conscience. Fortunately, going to work had helped take her mind off things.

Now, she stood gazing out her bedroom window, watching the traffic on the street below. She had sort of dragged about the apartment earlier that day, lost to the melancholy. She developed a decision regarding how to best handle it all and now she would have to make it happen. It would be hard, and there would be pain, but it had to be done.

Penny closed her eyes and sighed.

They would see each other again this evening, and take things further.

When reality hit her she felt unsettled. On the one hand, it was one of the most erotic experiences of her life, and she didn't want it to end, but at what price? Constant paranoia and the knowledge that she possibly could Yoko a friendship and walk away just like that.

And anyway, what was she getting out of this situation? She experiences a few really _spectacular_ orgasms for her troubles. Not to mention, she was beginning to feel like a slut. Just givin' away the farm, as her mother would say.

Penny glanced at the clock by the bed. Sheldon would arrive soon. She turned back to the window gazing at the setting sun. Almost mechanically, she began to slowly strip off her clothes, her eyes never leaving the colors of the horizon.

A fantastic sense of anxiety began to set in as the sun disappeared and the stars popped into the night. As the room grew darker, her body shone with the colors of dusk, and Penny suddenly felt light and free. She bit her lip in anticipation.

Screw it, she thought. You only live once.

On the chair next to the window lay a filmy blue negligee she had removed from her closet earlier. She picked it up and slid it over her head. Turning towards her full-length mirror she adjusted the material to fit her body. Her breasts were clearly defined and the gown was short. She turned both ways to check the fit.

Running her fingers over the silk, Penny swooned under the spell of the fabric. She pictured Sheldon's hands running over the same places and deftly moving underneath to feel the skin of her breasts. Thoughts of his lips skimming her skin, his hot breath warming her body, fabric ripping under the intense lust…

Suddenly, there was a knock at the door.

Penny smiled.

She headed for the front door without a robe. Best to surprise him, she thought. It's works better.

She threw open the door and froze.

Leonard studied her from head to toe. "Wow, that will knock Sheldon's socks off," he said.

Penny's body went stiff as her pulse quickened.

"Leonard, I…"

He put up a hand to stop her.

"We need to talk," he said.

A wave of vertigo shot into her stomach. She gestured for him to enter and softly closed the door.

* * *

Penny emerged from the bedroom tying her bathrobe belt at the waist. She was so nervous and scared that every step was unsteady. She had no idea what to say or how to begin, so she sank into the comfy chair close to the front door and waited for him to speak.

Leonard was just as nervous. He didn't want to hear answers to his questions, but he had a raw curiosity that needed to be quenched. She raised her eyes to gaze at him sadly. He met her gaze head on and opened his mouth to speak, then hesitated. Suddenly hot, Leonard tore his jacket off in frustration and tossed it on the tall stool behind him. With his hands on his hips, he addressed her warily.

"Did you leave me because you wanted him?"

"No," she said softly.

"Were you seeing him while we were still together?" he said harshly.

"No," she said.

He exhaled briefly. "So, what happened between you and I…was going to happen anyway? "

Tears welled up in her eyes. Every emotion she had tried to keep in check rose to the surface at once in a colossal tidal wave. She began to cry quietly, turning her face away from him, unable to look into his sad eyes.

A crinkle next to her ear made her turn back and tentatively take the tissue he held. She wiped her eyes while Leonard knelt down and began to speak gently.

"Tell me what's going on, Penny. Help me understand. I'm missing something right? Please tell me."

She stared into his searching eyes. Strange, but right then she could feel her once clear emotional attachment to this guy. His expression was passive, but she could see he was tired. His eyes were red with exhaustion and his skin was ashen. The guilt took over, as she pictured Leonard alone in his room yearning for her, while she bedded his best friend. The tears flowed again, and Leonard waited calmly as she tried to get a grip on composure.

"He came to me Leonard, he asked me for help."

Leonard face scrunched up in confusion.

"I could see the pain he was in and the stress because the urges were more than he could handle. He appeared one morning last week and tried being all logical about it, saying that he wouldn't be comfortable with anyone else. At first, I turned him down," she said in earnest. She opened her mouth to speak again, but no sound came.

Leonard stared at her for a moment. She didn't need to explain anymore. Blinking rapidly, he rose to his feet and turned away from her. He pinched the bridge of his nose. Penny watched as both hands fell to his hips as he stood breathing to calm down.

"How did you know?" she asked softly.

He didn't answer. She decided not to press the issue.

Leonard was smart. He figured it out all on his own.

She got up from her chair and walked around the other side of her sofa. From her refrigerator, she pulled out two bottles of water. She slowly walked to Leonard and handed him one. He accepted it reluctantly. Her eyes grazed over him as they drank. He was quietly staring off into space.

Penny decided not to interrupt the thought process. Searching for a distraction, she turned her head and walked absently to the window, studying the quiet city skyline.

"How far have you gone with him?" he asked with quiet heat.

Penny bristled. "You really want to know? Or are you just asking if we've had sex?"

"I honestly don't know. Part of me is only morbidly curious. I'm surprised anything is actually happening. But the way that he is around me…I just want to know what exactly he's so guilty about."

"What your asking is none of you business, but no, I haven't slept with him yet."

Leonard's shoulders drooped.

"This was a temporary arrangement. I'm trying to teach him how to handle being with a woman so he can try to have a normal relationships."

Leonard's head whipped around to stare at the back of hers. Something in her voice…

"Are you falling for him? Tell me the truth."

Penny hesitated. Leonard pounced.

"Did you think about the fact that he could be falling in love with you and not even know? That he might already be there?"

She said nothing. Leonard kept at her, his fury finally rising to the surface.

"Why did you say yes?" he asked, his voice shaking a little.

Penny stilled.

"Because he trusts me," she said.

Leonard huffed.

"So did I Penny."

Her lips quivered.

"What makes this so different? Why does Sheldon get the benefit of trust? "

She finally turned around, furry in her voice.

"Oh, Leonard, you know why this is different. Sheldon has never been with a woman. He's alone, and he's scared he will be alone forever. Whether or not he wants to admit it, Sheldon's growing up. He's breaking free of his shell and trying new things, and his hormones are pushing him to change. But, he's still Sheldon. He would never have come as far as he has with anyone other than me. How much time passed before _you two_ had trust? Leonard you are his roommate, and his best friend and you know him better than anyone. You know why this is different," she said, her voice getting raspy with emotion.

_The natural order_, Leonard thought.

Sheldon's latest theory had been formed because of his dalliance with Penny.

Despite the obvious logic to Sheldon's way of thinking, Leonard was still angry.

"You two were going to continue behind my back. If I'd never confronted either of you, this was still going to happening. How should I feel about this Penny? I'm just supposed to sit back and let it go, waiting around for Sheldon to bound through our front door one night with an extra bounce in his step and a smile?"

Penny averted her eyes and turned back to the window.

"It won't matter either way," she said.

"Why is that?" he asked.

She glanced at him over her shoulder.

"Because I have to break his heart."


	8. Chapter 8

**So, helloooooo again! 1000 apologies my dahlings, I'm sorry it took so long for me to update. My muses were on hold for this story, I had some trouble getting to where I am going. But I have not by any means abandoned this!**

**I do hope you all don't hate me, but this is what I have so far and I am still working on the rest, but there is enough plot in this section to warrant another chapter and so here you go!**

**There will be about three more chapters to this once I get the juices flowing! **

**To all those who have reviewed and put on alert...I love you all soooo freakin much, smooches and love!**

**Disclaimer: I belong to nothing and nothing belongs to me...**

* * *

Sheldon sat on the edge of his bed, frozen. The grip on his laptop had turned his knuckles white. Earlier, he had decided to sneak a peek at what third base was supposed to entail. Perhaps he would surprise Penny with a new maneuver. He wanted to impress her, make her proud. That alone was a new emotion, to say nothing of the fact that most things he was feeling these days were unchartered.

Oral sex was the next step in the lesson plan. The technique required the use of one's mouth to stimulate or prepare the sexual organs for intercourse, or to assist your partner in achieving orgasm. Apparently, religious minded people used the method as another option so they could preserve their virginity for marriage. Others simply enjoyed the practice during intercourse to prolong their pleasure.

Mouths applied to sexual organs, achieving orgasm and fluids everywhere. Sheldon couldn't decide if he was appalled or enticed. At first, he balked openly at some of the pictures he studied. However, as the research continued, and the hour grew late, he felt a familiar warmth in his groin. Images gushed once again through his mind until his glazed over eyes grew dry.

The prospect of doing those things was what gave him pause. But having them done to him well, that was the conundrum.

Suddenly, he glanced up and noticed night had fallen. He put the computer aside and went to stand by the window, watching the sunset.

Sheldon peered at his bedside clock. He would see Penny within the hour.

The view from where he stood grew more beautiful with each second. As he studied the gentle arcs of the horizon, his mind turned to the slopes of Penny's breasts, each one exquisite in their own right. The memories of their last encounter flooded his veins with courage and he smiled, ready to take on this new challenge.

Sheldon took off his shirt as he stood by the window. The colors of the sunset shone through the glass and onto his skin. He studied the light reflecting off his body and he felt a sudden euphoria. His old habits seemed to float away and he felt a curious freedom in the act. The anticipation of seeing Penny became his driving force moving about his bedroom as he got dressed.

He jumped when his phone started to ring. He strode to the dresser and snatched it off the top. Glancing at the screen, his lips pursed.

Leonard was calling.

* * *

He sat so still and silent it made Penny want to go over and poke him.

She had been speaking for the better part of five or ten minutes and Leonard had listened intently, his brow furrowed. Finally after some time, he sighed loudly and stood. With his hands on his hips, Leonard slowly walked towards her and stopped in front of her, chewing on his bottom lip. He leaned forward, his body very close to hers. Penny held her ground, remembering his words about trust. She almost let out a breath of relief when he gently pulled his jacket from the back of the chair she sat on, and slowly pulled his arms through the sleeves.

Penny cast her eyes to the floor, and jumped when she felt his fingers gently pulling her chin back up to look at him. He leaned in and kissed her softly on the lips. She allowed him the luxury, feeling his sadness and defeat. But she was human, and her chin quivered as they parted, tears spilling from her eyes once again.

"Never mind Leonard, I'll call it off…" she said, her voice breaking.

He shook his head no. From the jacket pocket, he pulled out his cell phone. Penny gave him a curious look as he put the phone to his ear and they stared at one another.

"Hello?"

"Hey Sheldon," Leonard said as Penny's eyes widened slightly.

"Oh Leonard, I thought you would be home by now. Where are you?"

"I'm at Howard's. Listen; could you do me a favor?" His eyes never strayed from Penny's face as he spoke.

"Penny called earlier today. She had some issues with her internet connection, but I was in the lab and now we're getting ready to go out for the night. I still feel weird just talking to her. But, I don't want Penny to think I'm ignoring her either. Would you go over there to give her a hand? "

Penny closed her eyes and breathed a sigh of relief.

Leonard was giving her a way out.

More importantly, he was allowing the charade to continue.

"I'll take care of it, Leonard. Try to have fun this evening. Will you be home tonight?"

"No, I think I'm going to crash here when we get back, so you can have the apartment to yourself. I'll call Penny and tell her you're coming over. Afterwards, maybe you should order some dinner and enjoy the quiet. I know it's been awhile for you."

"Thank you, that's a wonderful idea," Sheldon said lightly.

"Okay, see you tommorow."

"Goodnight," said Sheldon.

Leonard clicked his phone shut. With a final glance at her, he drank in her body from head to toe and back up to gaze sadly into her eyes. She opened her mouth to speak, but no sound would emerge. He turned to go. At the door, he paused and stared at the floor.

"I loved you first you know," he said quietly. "From the moment we met, I knew you were something special. I knew before anyone else. I'll never stop fighting for another chance. But for now, I'll let you go. If you're serious about what you told me, I'll step aside." He turned his head to gaze at her.

"For now," he said. Without another word he pulled open the door slightly to survey the hall. As he closed it softly behind him, he tried to ignore the quiet sobs emanating from inside.

* * *

Sheldon could barely contain himself. Leonard would be gone for the whole evening. He could sleep in Penny's bed if he had the mind to, and no one would be the wiser. It was Friday night and he didn't work the next day.

Sheldon paused in his steps, amused.

It was a Friday night, and he a date.

And, it was possible he would get…what was the term…laid?

He finished dressing, laughing at the turn of events. On his way to the door, he grabbed something off the kitchen counter. A gift for Penny that he thought would be…whimsical.

* * *

Penny studied her reflection in the bathroom mirror. All bets were off now.

She grabbed a washcloth and rinsed it in cold water. Her eyes were puffy from crying and if she was going to pull this off, it would have to look real. Sheldon would never know Leonard had been there.

She applied the cold washcloth to her eyes, relieved she hadn't the time to apply makeup earlier. After a minute, she could feel the skin begin to soften and cool down. She rinsed the rag and repeated until she felt normal again. Hastily, she glanced at her bedroom clock and quickly began applying some light makeup, just enough to make her look refreshed. She was dabbing on some lip gloss when she heard three quick knocks at the front door. She put the wand down and fluffed out her hair.

"Showtime," she said softly.

* * *

It was after the door to his apartment clicked shut behind him that Sheldon felt the fear. The onset was swift and brutal and he swayed under the effect. He swallowed hard and tried to maintain composure.

The object in his hand grew warm the longer he stood there staring at Penny's door. To calm himself, he began to pace, reciting the Periodic Table of Elements in alphabetical order. Midway through Sheldon stopped and squared his shoulders. Without another coherent thought, he strode to the door and knocked hard.

While he waited, his right arm casually rose to the door frame giving him a boyish carefree facade. His heart began to race with excitement wondering what she was wearing, how she smelled, the memories of her soft skin…

The door flew open and there she stood. Light blue silk stretched over her curves giving Sheldon an enticing view. Her lips were glossy and her hair shiny; she looked like a radiant goddess.

Penny and Sheldon locked eyes, and for a small moment of time, nothing happened.

The air between them was tense with anticipation. The draft from the door blew her fragrance into his face like rushing wind. Inhaling her scent, something inside Sheldon snapped. A wild sensation flew through his body and he shook his head quickly.

Regaining his composure, he painted his face as carefree once again, and brought up the object, holding it between them.

It was an apple.

They both smiled, the day's events lifting the weight off each pair of shoulders. She accepted the gift as Sheldon went to her, sweeping Penny into his arms. She squealed in surprise and accepted his hungry lips.

* * *

Leonard knocked on Howard's front door.

"Howard! Ansa the door," Mrs. Wolowitz hollered from what sounded like the second floor.

"Why can't you answer it?" Howard yelled back.

"Because it's afta dark, and it could be a sexual predata! They never ring the bell, always knock. I heard it from Sissy Goldman. You rememba her right? She goes to the same docta I do for my varicose veins and her husband goes to my proctologist! Oi, I would hate ta sleep next ta him at night, he smells gawd-awful!"

Leonard bit his lip and shook his head, chuckling. The door opened, and Howard came out, looking weary.

"Hey man, what's going on?" he asked.

"I need to get drunk in the worst way. Can you call Raj and get us to the closest bar quickly?"

Howard pulled out his cell phone. "You all right?" he asked Leonard giving him a once over.

"I will be after five or six or shots."


End file.
